Black Label CRM-Agreement


THIS PRIVATE/BLACK LABEL AGREEMENT ("Agreement"), effective as of ,  ("Effective Date"), is hereby made by and between Davis Thorpe & Associates INC (A Tennessee Corp), dba Black Label CRM  (“Black Label CRM”) and:  Business Name. 

  1. THE PRODUCT.

Subject to the terms and conditions of this Agreement agrees to provide to Private Label the non-exclusive right to a private label version of BLACK LABEL CRM’s Business Success System ("Product") in the Private Label’s designated look and feel, subject to the rights and licenses granted to Private Label in this Agreement.  BLACK LABEL CRM shall retain ownership in and to all Product intellectual property that was developed or acquired by BLACK LABEL CRM, nothing in this Agreement shall grant to Private Label any of those rights. 

  • PRODUCT UPGRADES. Regular upgrades, enhancements, and bug fixes developed by BLACK LABEL CRM for the

Product will be made available to Private Label at no additional charge and/or implemented to the system by

BLACK LABEL CRM is part of the regular business practice of BLACK LABEL CRM. BLACK LABEL CRM reserves the right to charge Private Label a price, to be prior mutually agreed upon, for additions to the Product which could be sold separately as an up-sell by the Private Label to the Private Label’s End Users and where the upgrade is specific to the Private Label and not to all License Holders.

  • END-USER. Private Label is granted the right, subject to payment terms, to license the Product for use by customers (“End Users”) at no charge to the End User on a nonexclusive basis, subject to End User’s acceptance of licensing terms and conditions in the Product.

  1. THIRD-PARTY PRODUCT AND SERVICES

The Product enables Third Party products and services to be presented to End Users in conjunction with their usage of the Product.  BLACK LABEL CRM reserves the exclusive right to add, delete, or modify Third Party services at any time during the term of this Agreement.   

 

  1. OWNERSHIP; GRANT OF RIGHTS
    • As between the parties, BLACK LABEL CRM retains title to and ownership of, and all proprietary rights with respect to, the Product. Private Label acknowledges that in order for BLACK LABEL CRM to maintain the Product,

BLACK LABEL CRM will enter into Third-Party service and product agreements that may result in revenue to BLACK LABEL CRM for which Private Label will have no rights in or claims to.

 3.2 MARKETING CONTENT.  All marketing content provided during the term of this Agreement is provided “as is” and shall be used exclusively in conjunction with this Agreement.

3.3 PRIVATE LABEL RIGHT. BLACK LABEL CRM hereby grants Private Label a nonexclusive right and license in the United States to promote, market, and distribute the Product as a stand-alone product or to be incorporated into or in connection with Private Label's products.

3.4 PRIVATE LABEL RESPONSIBILITY. Private Label agrees to contractually obligate any party for whom it requests that BLACK LABEL CRM provide a sub-domain website, to at least the same restrictions as imposed upon the ate label and agreed to herein.

 

  1. MARKETING EFFORTS
    • Due to the online nature of the Product, Private Label is not restricted from marketing online for End Users nationwide. Private Label may opt to utilize direct mail campaigns, direct mail, door-to-door solicitations, live presentations, and other offline marketing techniques.

 

  1. SUPPORT
    • END-USER PORT. In addition to the System virtual coaches, and End User support as described in Addendum A, BLACK LABEL CRM provides Concierge support. Private Label is not required to provide End User with system support after the End User creates a User account and causes a revenue share occurrence.

 

 

  • TECHNICAL SUPPORT. BLACK LABEL CRM agrees to provide Private Label with free technical support for the Product regarding any management systems and database issues Private Label might have in connection with Private Label’s End Users.

 

  1. BLACK LABEL CRM REPRESENTATIONS AND WARRANTIES

BLACK LABEL CRM warrants and represents to Private Label that (i) Private Label’s license in the Product will be free and clear of all liens and encumbrances, (ii) all services provided hereunder including, without limitation, the Product, are either owned or properly licensed by BLACK LABEL CRM or are in the public domain and the use thereof by Private Label will not infringe any proprietary rights of any third party, (iii) BLACK LABEL CRM has the full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and licenses to Private Label in this Agreement and (iv) BLACK LABEL

 

CRM's compliance with the terms and conditions of this Agreement will not violate any Federal, state or local laws, regulations or ordinances, or any third-party agreements.

 

NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ANY OR ALL THIRD-PARTY PRODUCTS AND SERVICES PRESENTED OR OFFERED TO END-USERS OF THE PRODUCT. 

 

  1. PRIVATE LABEL INDEMNIFICATION

Private Label agrees to indemnify, defend and hold harmless BLACK LABEL CRM and its officers, directors, employees,

shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement, r expense (including legal expenses), as incurred, resulting from or arising out of any acts or omission of Private Label in the distribution or use of the Product. BLACK LABEL CRM agrees to indemnify and hold harmless the Private Label and its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement, r expense (including legal expenses), as incurred, resulting from or arising out of any acts or omission of the live Concierge support.

 

  1. TERM AND TERMINATION
    • Unless terminated earlier as provided herein, this Agreement shall have a term of one (1) year commencing from the Effective Date. Upon mutual agreement, the parties may extend the term of this Agreement for an additional one (1) year period then agreement executed no later than thirty (30) days prior to the expiration of the then-current term.
    • Private Label shall be able to renew this agreement under the same payment terms that are either a monthly or annual paid subscription as referenced in Addendum A.

 

  • TERMINATION FOR CAUSE This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: (a) If the other ceases to do business, or otherwise terminates its business operations; or (b) If the other breaches any provision of this Agreement and fails to cure such breach within ninety (90) days of written notice describing the breach; or (c) If the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days).

 

  • TERMINATION FOR CONVENIENCE. Private Label may terminate this Agreement upon thirty (30) days prior written notice to BLACK LABEL CRM. No other fees, unless due prior to service of the notice, shall be due. Notwithstanding the termination pursuant to any provision of this Agreement (including any expiration of this Agreement), the parties shall be required to carry out any provisions of this Agreement.

 

  1. ASSIGNMENT

This Agreement shall be binding on the parties hereto and their successors and assigns. Private Label party may assign its rights and/or obligations hereunder with the prior written consent of BLACK LABEL CRM which shall not be unreasonably withheld. BLACK LABEL CRM may assign its rights and/or obligation hereunder without consent and with thirty (30) days’ notice.

 

  1. END-USER RIGHT:

During the term of the Agreement End User data as entered into the Product by virtue of Private Label’s use of the Product shall not be used by BLACK LABEL CRM to offer services outside those products or services that enhance the End User’s use of the Product.  Further, to the extent a product or service available in the Product is deemed by Private Label to be competitive with Private Label or otherwise unwanted by Private Label for Private Label’s End Users, BLACK LABEL CRM may remove such Product or Service offering from the Product.  Removal of certain products and services may cause pricing adjustments to the Product.

  1. NO REVERSE ENGINEERING

Except as expressly authorized herein, Private Label will not use, modify, create derivative works of, make, have made, display, perform, reproduce, distribute, sell, sublicense or otherwise exploit Product in any way for any purpose except as expressly permitted under this Agreement. Upon termination of the agree private Label will cease to use all licensed materials and content.

 

 

 

  1. NON-SOLICITATION

During the term of this Agreement and for one (1) year thereafter, each party will refrain from (i) soliciting the other party's clients, employees, r consultants for employment or other service or (ii) encouraging the other party's clients, employees or consultants to leave the other party for any reason.

 

  1. COMPLIANCE WITH LAWS

BLACK LABEL CRM warrants that in performance of work under this Agreement it has complied with or will comply with all applicable federal, state, local laws and ordinances now or hereafter enacted.  Private Label warrants that in performance of sales of the Product under this Agreement it will comply with all applicable federal, state, local laws and ordinances now or hereafter enacted.

 

  1. GENERAL
    • All notices shall be sufficient only if mailed by U.S. certified or registered mail, return receipt requested, to either party at its address below, r electronic submission to the noted email address.

 

  • CONTROLLING LAW AND JURISDICTION. This Agreement shall be governed, controlled, interpreted, and fined by and under the laws of the State of Texas and the United States, without regard to the conflicts of law’s provisions thereof. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the Superior Court of Texas for Travis County or the United States District Court, Austin, Texas and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. In the event, any dispute arises, and claims are made between the parties, the successful or prevailing party shall be entitled to recover attorney’s fees and costs from the non-prevailing party.

 

  • WAIVERS AND AMENDMENTS. No failure or delay by either party in exercising any right, power, r privilege hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof include any other right, power, r privilege. This Agreement may not be amended, changed, discharged, r terminated except in writing signed by duly authorized officers of the parties.

 

  • In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by an applicable court decision, such unenforceability or invalidity shall only apply to such provision and shall not render this Agreement unenforceable or invalid as a whole; and, in such event, such provision shall be modified or interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision and the manifest intent of the parties hereto.

 

  • RELATIONSHIP OF THE PARTIES. In fulfilling its obligations under this Agreement, each party shall be acting as an independent contractor. This Agreement does not make either party the employee, agent, r legal representative of the other.

 

  • ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties hereto concerning the subject matter of this Agreement; and there are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by persons duly authorized as of the date and year first above written.

Company Legal Name: BLACK LABEL CRM

Phone: Office 800-836-1492                     

Email support@blacklabelcrm.com 

 


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Signed by Jeremiah Davis
Signed On: August 30, 2022


Signature Certificate
Document name: Black Label CRM-Agreement
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